SC 14D1/A

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                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 

                                SCHEDULE 14D-1 
                              (AMENDMENT NO. 39) 
             TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) 
                    OF THE SECURITIES EXCHANGE ACT OF 1934 

                    AMERICAN BANKERS INSURANCE GROUP, INC. 
                          (NAME OF SUBJECT COMPANY) 

                           SEASON ACQUISITION CORP. 
                             CENDANT CORPORATION 
                                  (Bidders) 
                   COMMON STOCK, PAR VALUE $1.00 PER SHARE 
          (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) 
                        (Title of Class of Securities) 
                                 024456 10 5 
                    (CUSIP Number of Class of Securities) 

                            JAMES E. BUCKMAN, ESQ. 
             SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL 
                             CENDANT CORPORATION 
                                 6 SYLVAN WAY 
                         PARSIPPANY, NEW JERSEY 07054 
                          TELEPHONE: (973) 428-9700 
           (Name, Address and Telephone Number of Person Authorized 
         to Receive Notices and Communications on Behalf of Bidders) 

                               WITH A COPY TO: 
                               DAVID FOX, ESQ. 
                            ERIC J. FRIEDMAN, ESQ. 
                   SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 
                               919 THIRD AVENUE 
                           NEW YORK, NEW YORK 10022 
                          TELEPHONE: (212) 735-3000 

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   This Amendment No. 39 amends the Tender Offer Statement on Schedule 14D-1 
initially filed on January 27, 1998 (as amended, the "Schedule 14D-1") by 
Cendant Corporation, a Delaware corporation ("Parent"), and its wholly owned 
subsidiary, Season Acquisition Corp., a New Jersey corporation ("Purchaser"), 
relating to Purchaser's tender offer for 23,501,260 outstanding shares of 
common stock, par value $1.00 per share, of American Bankers Insurance Group, 
Inc., a Florida corporation (the "Company") upon the terms and subject to the 
conditions set forth in the Offer to Purchase, dated January 27, 1998 (the 
"Offer to Purchase"), the Supplement thereto, dated March 16, 1998 (the 
"First Supplement"), the Second Supplement thereto, dated March 24, 1998 (the 
"Second Supplement"), and the revised Letters of Transmittal (which, together 
with any amendments or supplements thereto, constitute the "Offer"). Unless 
otherwise defined herein, all capitalized terms used herein shall have the 
respective meanings given such terms in the Offer to Purchase, the First 
Supplement or the Schedule 14D-1. 

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. 

Item 11 is hereby amended as follows:

   (a)(48)   Text of Press Release issued by Parent on April 20, 1998.


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                                 SIGNATURE 

   After due inquiry and to the best of its knowledge and belief, the 
undersigned certifies that the information set forth in this statement is 
true, complete and correct. 

Dated: April 20, 1998                   CENDANT CORPORATION 

                                        By: /s/ James E. Buckman 
                                            Name: James E. Buckman 
                                            Title: Senior Executive Vice 
                                                   President and General Counsel


                                        SEASON ACQUISITION CORP. 

                                        By: /s/ James E. Buckman 
                                            Name: James E. Buckman 
                                            Title: Executive Vice President 












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                                EXHIBIT INDEX 

   EXHIBIT 
   NUMBER 
   ------

   (a)(48)   Text of Press Release issued by Parent on April 20, 1998.












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EX-99.(A)(48)

                                                          FOR IMMEDIATE RELEASE
                                                          ---------------------




          CENDANT STRENGTHENS ALLIANCE MARKETING FINANCIAL MANAGEMENT

              -- NAMES MICHAEL WARGOTZ CHIEF FINANCIAL OFFICER OF

                         FORMER MEMBERSHIP SEGMENT --

  -- WILL HOLD INVESTOR MEETINGS TO DISCUSS ALLIANCE MARKETING'S BUSINESS --



Stamford, CT and Parsippany, NJ, April 20, 1998 -- Cendant Corporation 
(NYSE: CD) today announced that Michael H. Wargotz, 39, has been named
Executive Vice President of the Company. In addition, he was named Chief
Financial Officer of the Company's Alliance Marketing Division (formerly the
Membership segment). Mr. Wargotz was formerly Senior Vice President, Investor
Relations, of HFS, Inc. and most recently Senior Vice President, Business
Development, of Cendant.

Henry R. Silverman, President and CEO, said: "Michael Wargotz is a talented
and experienced professional who has earned the respect of the financial
community. He will play an important role in the Alliance Marketing Division
going forward. He joins the new Alliance Marketing management team that also
includes the recently named Co-Chairman and Co-Chief Executives John Fullmer
and Tony Menchaca and President and Chief Operating Officer John Chidsey."

Separately, Cendant announced that it would hold investor meetings in May in
which senior members of the Alliance Marketing operating management will
discuss that Division's business model and outlook for continued growth and
operational success.

Mr. Silverman said: "The Alliance Marketing business is healthy, strong and
profitable. We look forward to giving investors a better understanding of that
business so that our April 15 announcement can be evaluated within a fuller
context."

Cendant (NYSE: CD) is the world's premier provider of consumer and business
services. Cendant operates in three principal segments: Alliance Marketing,
Travel and



Real Estate Services. In Allance Marketing, Cendant provides access to travel,
shopping, auto, dining, and other services through more than 66.5 million
memberships worldwide. In Travel Services, Cendant is the leading franchisor of
hotels and rental car agencies worldwide, the premier provider of vacation
exchange services and the second largest fleet management company. In Real
Estate Services, Cendant is the world's premier franchisor of residential real
estate brokerage officers, a major provider of mortgage services to consumers
and a global leader in corporate employee relocation. Headquartered in
Stamford, CT and Parsippany, NJ, the company has more than 34,000 employees,
operates in over 100 countries and makes approximately 100 million customer
contracts annually.


Investor Contact:                    Media Contact:

Laura P. Hamilton                    Jim Fingeroth/Thomas Davies
Senior Vice President                Kekst and Company
Corporate Communications
and Investor Relations               (212) 521-4800
(203) 965-5114


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